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02-03-2004 - California Street Hockey Association (CSHA) Restated & Amended AgreementCity of West Covina TO: Andrew G. Pasmant, City Manager and City Council FROM: Steven L. Samaniego, Interim Director Community Services Department Memorandum AGEND ITEM. NO. E-2 DATE: February PRINTED ON RECYCLED PAPER SUBJECT: CALIFORNIA STREET HOCKEY ASSOCIATION (CSHA) RESTATED AND AMENDED AGREEMENT RECOMMENDATION: It is recommended that the City Council: 1. Approve the request from CSHA to defer the payment schedule of the Maintenance;) and Operation Agreement with the City of West Covina by one year beginning 2002 to 2003; and 2. Approve the proposed Restated and Amended Maintenance and Operation Agreement to reflect operations in the enclosed Planet Hockey facility; and 3. Approve CSHA request to activate a five-year option renewal as stated in the Agreement. DISCUSSION: Payment Deferral 2 2 The request from CSHA to defer the payment schedule by one year beginning 00 to 2003 was brought before the City Council on November 18, 2003 because of a balance of $98,818.85 due by December 3.1, 2003. On December 30, 2003, CSHA made a payment in the amount of $98,818.85 along with a 'letter of protest (Attachment A). In addition to the $98,818.85, CSHA also made payments totaling $57,154 during 2003, which represents 15% of their gross receipts during the year. Because the contract states that the CSHA shall pay to the City their minimum balance before the end of the eighth year of operation, CSHA claims that they have not had a full eight years of operation and that this $57,154 should be credited towards the repayment of the City construction cost of $355,000. CSHA did not operate programming for ten months'I in 2002 during construction of Planet Hockey and is therefore requesting that $57,154 in credit be applied in year 2004. Applying the deferred payment schedule to year 2004 will resolve the $57,154 credit issue. If approved, the fifteenth year of the Agreement would conclude in 2011. Amended Agreement The Restated and Amended Maintenance Agreement (Attachment B) maintains the original Agreement with restated language addressing the following: 1. Public Open Skate: When Planet Hockey was an outdoor facility, the gates were left' open for public use at all times not utilized by CSHA activities. The indoor facility requires supervision. The existing Agreement does not address after -school public skate time. CSHA is currently staffing Planet Hockey open skate Monday -Friday, 1:00 p.m. to 5:00 p.m. free to participants. Cost for the City to schedule two part-time staff members for the after -school free skate program is approximately $23,530 per year at current rates. The amended agreement provides a!,I$5,000 per year rental credit to. CSHA to provide this service through the term of the agreement. l 2. City Programming: The existing Agreement does not address the opportunity ,for the City to schedule programming in the facility. The amended Agreement includes language that provides City programming of twelve (12) events per year at no cost to the City. These events may include City- wide special events, banquets, sporting events, tournaments and fundraisers. $ Language Clarification: Miscellany language clarification throughout the document includes such items as changing "outdoor" to "indoor", "Human Services Department" to "Community Services Department", and expanding the scope of activities from roller hockey to recreation programming. f ALTERNATIVES: El 1. Approve the request from the CSHA to defer the payment schedule of the Maintenance and Operation Agreement with the City by one year beginning 2002, approve the Amended Agreement and approve a five-year renewal to the Agreement. 2. Deny request from CSHA to defer the payment schedule of the Agreement. 3. Deny request from CSHA to activate a five-year option renewal as stated in the Agreement. 4. Not approve the Amended Agreement. FISCAL IMPACT: Staff Recommendation: No fiscal impact to the Park Dedication Fees payment principle because the agreement would extend an additional year beginning 2002 to 2003. The CSHA paid the balance in full on December 30, 2003, therefore, there is no interest loss to the City. Alternative 2: There is no fiscal impact to the Park Dedication Fees. Alternative 3: There is no fiscal impact to the Park Dedication Fees. Alternative 4: Staffing a supervised after -school open skate program through the term of the existing agreement, based on the current year cost of $23,530 with a 2% annual growth, is estimated to cost the City $174,933. Prepa ed by: fyndk Morgan Community Services Manager Reviewed/Approved by: Finance Reviewed Approved by: Steven L. Samaniego Interim Community Services Director Attachments: A CSHA Letter of Payment, December 30, 2003 B Restated and Amended Maintenance and Operation Agreement R f I� • ATTACHMENT A i December 30, 2003 s City of West Covina II� Department of Community Services P.O.'Box 1440 West Covina, CA 91.793 Att: Lyndel Morgan •II Re: Planet. Hockey Lease Dear Ms. Morgan: { Attached. is a cheek.in the amount of $99,818.85. Please be advised that this payment is being made under protest as we continue to Idispute the city's interpretation of the contract. This payment is riot a concession and in no �,vay waives our rights in any dispute. We maintain our belief this money is•not owed at this time due to the City's incorrect interpretation of our contract for payments-dwed. Yours truly, i 'Gil1VIomson C.S.H.A. j { _ 2564 ASSOCIATED ROAD, #9 ' • , CALIFORNIA 92835 •.(714) 738-8329 • ATTACHMENT B City of West Covina Planet Hockey I RESTATED AND AMENDED MAINTENANCE AND OPERATION AGREEMENT This Restated and Amended Maintenance and Operation Agreement is made and entered into this day of 2004, by and between the City of West Covina ("City") and California Street Hockey Association ("Association") to provide for the operation and maintenance of the Planet Hockey Facility located at Orangewood Park, 1615 Merced Avenue within the City of West Covina. RECITALS WHEREAS, Association is organized and operated for the purpose of sponsoring and conducting hockey activities, including team participation hockey sports activities, for children and adults. WHEREAS, the City desires to provide an in -line hockey and recreation facility consisting of two (2) regulation hockey. rinks, team locker rooms, restrooms and a modular structure for the selling, rental and/or repair of hockey equipment ("Facility") at Orangewood Park for recreation purposes. WHEREAS, Association shall be responsible for the operation and maintenance of the Facility pursuant to this Agreement. WHEREAS, the City shall receive a payment from Association for the term of this Agreement; NOW, THEREFORE, the parties enter into this Maintenance and Operation Agreement, as follows: 1. TERM OF AGREEMENT The term of this Agreement shall be for 15 years commencing on the date of execution of this Agreement, and shall terminate on June 30, 2010, unless terminated or extended as provided herein. The City may, at its sole option and sole discretion, renew this Agreement for an additional five (5) years, each upon the same terms and conditions herein, if Association, six calendar months before the expiration date of this Agreement, files with the Community Services Director or designee a written request for the renewal and the City Council approves the renewal. It is the intent of the City and Association to make this Facility both a public service and commercial success. Approval of renewal of this Agreement may be based on performance of Association in providing the desired public service. The hockey facilities and fixtures (excepting modular pro shop structure) shall be and remain the property of the City. 2. OPERATION OF FACILITY 2.1 Upon completion of the facility and notification from the City as set forth in section 12 hereof, Association shall commence and continue to manage, operate and maintain the facility for the conducting of hockey and recreation -related activities. 2.2 Association shall provide league and tournament play for both youth and adults as agreed upon by Association and City. 2.3 Association shall maintain the facility in a clean and safe condition for the operation of recreation activities. 2.4 Association shall also have the ability to operate and maintain a portable structure on site for the purposes of providing a pro shop for sale, rental and/or repair of equipment and merchandise involving Planet Hockey related activities, provided that Association obtains all required permits from the City. 1 3. MAINTENANCE OF IMPROVEMENTS AND EOUPIMENT 3.1 Association shall provide all maintenance (including major repair and replacement) on all equipment and structures used in the operations permitted herein. City shall have the right to direct Association to perform necessary repairs and maintenance to equipment and structures owned by Association or by City. Because of City's interest in preserving its equipment and providing clean, safe and sanitary conditions, and notwithstanding any other provision of this Agreement, if Association fails to perform the maintenance required hereunder within 72 hours of notice by City, City may cause the maintenance to be performed in an efficient manner and to charge Association for the cost thereof. The cost shall be equal to the sum of the cost of the direct labor and materials plus overhead. 3.2 Association shall be responsible for the cleanliness maintenance and upkeep of all machinery, equipment, lights, light standards, and fixtures and surfaces located inside and outside the rink and included as part of the Facility, as specified within this Agreement and,Cooperative Agreement whether provided by the City or Association. Such structures, machinery, equipment, and fixtures shall be maintained in a first class condition and working order. Evaluation of this maintenance standard shall be at the sole discretion of the City. 3.3 Association shall be responsible for maintaining all facilities within the enclosed area designated for hockey and recreation purposes, including but not limited to locker room and restroom amenities. The Facility may utilize existing restrooms at Orangewood Park. City shall be responsible for the maintenance of the Orangewood Park restrooms located adjacent to Planet Hockey. Association shall be provided with keys to the Orangewood Park restroom facilities and shall be responsible for closing and locking the facilities by 12:00 a.m. each day and the City shall be responsible for unlocking the restroom facilities by 8:30 a.m. With respect to damage to property, City and Association hereby waive all rights of subrogation, one against the other, but only the extent that collectible commercial insurance is available for said damage. 4. ASSOCIATION STAFFING 4.1 Association shall staff the Facility with adequately trained staff on site to provide for at least one official per game for league and tournament activities and other additional personnel, including the site manager, at all times when the Facility is in use by, Association. 4.2 Association shall provide trained, competent staff to manage and operate the Facility in a professional and safe manner, Association shall provide for trained officials for the conducting of League, Tournament and other recreation activities. Officials shall wear prescribed uniform, as mutually agreed, while officiating activities. Hockey officials shall be required to wear safety equipment to include helmet and eye protection, or shall sign a release form stating that they are aware of possible hazards and release City and Association of all liability. 4.3 Association shall conduct business hereunder in a manner acceptable to City and shall, at all times, have a sufficient number of employees to furnish the best service possible. All such employees shall be clean, neat and professional in appearance, and shall be uniformed and identified in a manner acceptable to City and Association. Vending or selling shall be done in an orderly, courteous, and well-conducted manner. K At any time when the Planet Hockey facility is in operation by Association, Association shall provide for site supervision during that time period. This supervisional coverage includes rental of Facility for team practices and any other rental and/or special events by outside organizations. Association's insurance per this agreement shall be primary. 5. SAFETY EQUIPMENT Association shall require the following safety equipment to be worn by any participant engaged in hockey activities: • protective hockey helmets • eye protection • gloves • elbow pads • knee pads 6. TEAM NAMES Association shall not permit any team to use a name which is offensive, in poor taste, or connotes an objectionable or derogatory meaning. 7. SPECIAL EVENTS AND ACTIVITIES CONDUCTED BY OUTSIDE ORGANIZATIONS Association shall be responsible for rental of rink(s) to individuals, outside organizations and/or any non -organizations which may request to utilize the Facility for special events, activities, pick-up play, team practices, etc. Association shall not issue any court rental (except for individual team practice) or reservation for any tournament, exhibition, clinic, league or ladder to be conducted by any other organization or individual, unless such activity or event has been approved and agreed upon in advance, in writing, by Community Services Director or designee and Association. The Association shall have priority use of rink(s). Association agrees to make the facilities available to the City twelve (12) days per calendar year at no charge. The City shall give Association a thirty (30) day notice prior to each such event. Association shall post signs in public view with name(s) and telephone number(s) of individual(s) to contact to rent the Facility. 8. FEES The Association shall notify the Community Services Director or designee of all fees charged for use of the Facility in writing to be kept on file.. 9. LAWS AND ORDINANCES 1 Association shall'comply with all applicable federal, state and local laws, rules, regulations, and the directives issued by City relating to the operations permitted herein. Failure to do so may result in the immediate suspension of this Agreement. 10. CONDUCT K Association shall at all times conduct the operations permitted herein in a quiet and orderly manner to the satisfaction of City. Association shall permit no intoxicated person, profane or indecent language, or boisterous or loud conduct on or about the Facility. If an ongoing condition develops which requires repeated assistance and/or intervention by the West Covina Police Department, City shall have the right to require Association to obtain private, licensed, uniformed security personnel as approved by the West Covina Chief of Police to remedy the situation, or, if the condition persists, Association agrees to reimburse City for police and/or fire services required as a result of activities conducted at Planet Hockey. 11. PERSONAL ATTENTION Association shall appoint a site manager under its direct control, who shall devote the greater part of his/her time and attention to the operations permitted herein and shall promote, increase and develop said operations and render every possible service and convenience to the public. Such managers shall have full authority for operations permitted herein or -that portion under their control. In employing of managers, Association shall seek individuals skilled in management of businesses similar to operations permitted herein. 12. SCHEDULE OF OPERATIONS Unless otherwise provided by permit, the Facility hours shall be 7:00 a.m. and run through 12:00 a.m., with the Association having priority use of the Facility. All activities shall cease by 11:30 p.m. and all persons shall vacate the grounds by 12:00 a.m. Before commencing operation each calendar year under the terms of this Agreement or any renewal thereof, Association shall submit a written schedule of operation including days and hours to City for approval. Association agrees to make the facilities available to the City at no charge. The Community Services Director or designee and Association designee shall meet to determine and mutually agree upon the calendar of Association and City events for the coming year. Final use of the facility shall be determined at this meeting, and the City and Association must approve any change to the calendar of events prior to any such events taking place on the facility. Schedules may be adjusted, but the permitted hours of operation shall remain as a maximum at 7:00 a.m. through 12:00 a.m. No individuals and/or members of the public or customers shall be allowed on the Facility between 12:00 a.m. and 7:00 a.m. without prior permission from City. Between the hours of 1:00 p.m. and 5:00 p.m., Monday through Friday, Association shall supervise a minimum of one rink open to the general public. Youth activities shall have priority on the rinks before 6:00 p.m., Monday through Friday. Association shall not deviate from the permitted hours of operation without the prior written approval of City. Association shall post the hours of operation in public view. 13. CLEANLINESS OF ADJACENT PARK AREA Association shall keep the area surrounding the operation in a clean and sanitary condition satisfactory to City at all times. No offensive or refuse matter, nor any substance constituting an unnecessary, unreasonable or unlawful fire hazard or material detrimental to the public health shall be permitted or remain thereon, and Association shall prevent any such matter or material from being or accumulating in the area. 14. ALTERATIONS OR ADDITIONS TO THE PREMISES No alterations, changes, improvements or additions of any character shall be made by Association on or to Orangewood Park, to structures or improvements at Orangewood Park without the prior written 4 1 0 15. 16. 17. 18. 19. approval of City. Such changes shall be at the sole cost and expense of Association unless otherwise agreed upon in writing by City. All operations permitted herein must be compatible with planned or existing improvements and facilities in the area. Association shall confine the operations permitted herein strictly to that area set aside for that purpose. All alterations, changes, additions, or improvements installed by the Association are intended by the parties to become and remain property of the City, whether or not affixed to the land, except portable restrdoms and modular structures. Prior ito the commencement of operation and throughout the term and any extension hereof, Association shall obtain and maintain an agreement with the West Covina School District to allow the joint use of all parking stalls located on the school district's property adjacent to Orangewood Park. ation and its employees shall not discriminate on the basis of race, religion, color, ancestry, sex, orientation, AIDS, AIDS related condition, age, national origin, handicap or disability by g to furnish such person any accommodation, Facility, service, or privilege offered to or d by the general public. Nor shall Association or its employees publicize the operations ted herein in any manner that would directly or inferentially reflect on or question the ibility of the patronage of any person on such basis. In the performance of this Agreement, Association shall not discriminate against employee or applicant for employment on any such basis. Association shall take action to ensure that applicants are employed, and that employees are treated without regard to any such basis. Association shall correct safety deficiencies and violations of safety practices immediately and shall coop irate fully with City in the investigation of accidents occurring at the Facility. In the event of injur}, to a patron or customer, Association shall ensure that the injured person receives prompt and qualified medical attention. If Association fails to correct hazardous conditions which have led to or, in the; opinion of City, could lead to injury, City may immediately suspend this Agreement. Any permission required hereunder shall be obtained in writing by Association from City and any errors or omissions there from shall not relieve Association of its obligations to faithfully perform the conditions herein. Association shall immediately comply with any written request or order submitted to it i 1 writing by City. City, as defined in this section, shall be the Community Services Director or Association will be granted permission to operate a pro -shop and snack bar as an additional service to the public, subject to City's regular rules and regulations pertaining to such operations. Association shall provide the facilities from which such operations shall be maintained and are totally responsible for,all theft and other damage to equipment that is stored on premises. Those items sold from the pro- 5 i shop shall be Planet Hockey activity related and all .merchandise is subject to approval by the Community Services Director.or designee. At the City's discretion, the City, Association or a third party contractor may operate the snack bar. The City reserves the right to implement a city-wide vending machine program and city-wide advertising campaign at City facilities. Planet Hockey is one of several facilities included in the program. 20. LICENSES PERMITS, AND TAXES Association shall obtain and pay for all licenses and permits (including a City business license and resale permit) required for operations of the Facility and any subsequent pro shop and snack bar. In addition, Association shall pay for any and all taxes levied on the Facility or its business or equipment. The City shall waive all construction fees for building, electrical, mechanical, plumbing, sign, engineering, and planning permits. 21. TRANSFER OR ASSIGNMENT Association shall not use the Facility or allow it to be used or occupied by any person or for any other use than that herein specified, without the prior written consent of City. In the event of such unpermitted subletting, assignment, or the insolvency or bankruptcy, either voluntary or involuntary, of Association, City may, at its sole option, suspend or terminate this Agreement. 22. STANDARDS OF SERVICE City or authorized representative shall have the right to approve the level of service and to order such service discontinued or remedied. If the quality of service or products or the cleanliness of the Facility are not at a level"of satisfactory to City or do not adequately meet the needs of the public, or if Association violates any of the terms or conditions of this Agreement, then City shall have the right to suspend this Agreement by giving notice to Association in advance of such suspension. Upon receipt of such notice, the Community Services Director or designee and Association shall meet within ten (10) working days to resolve the unsatisfactory occurrence. If the occurrence is not remedied to the City's satisfaction within thirty (30) days notice thereafter, the City may terminate this Agreement. Association or its authorized manager, shall supervise the operations permitted hereunder during the hours in which the concessions are open for business. Any notice or order given to Association's manager shall be binding as though delivered and served on Association. If, at any time, City or its authorized representative makes a determination that the manager or any employee of Association is unsatisfactory, and City gives notice to Association of such deficiencies with the City, and take appropriate remedial steps up to and including replacement of the manager with a suitable manager within a reasonable time not to exceed thirty (30) days. 23. SUSPENSION TERMINATION AND EXPIRATION Except as set out in paragraph 22 and paragraph 28, if a circumstance occurs which under the terms of this Agreement would result in suspension or termination, then within ten (10) days of notice from City of intended suspension or termination, City and Association representatives shall meet and directly work to resolve the problem. If there is no resolution of the problem at that time, City may terminate the agreement as set out in paragraph 27. If City requires Association to terminate their operation, and it is for cause, there will be no liability on City's part to reimburse Association for loss. Association does not hereby waive any rights it may have just compensation for breach of contract. R 23.1 24. Upon the termination or expiration of this Agreement, or any extension thereof, the. City at its sole option, may require the Association to return this site to the condition in which it existed prior to the Association's entry upon the site,_ and remove any improvements or equipment owned by Association that has been installed, or the City, at its sole option, may require the Association to leave selected improvements or equipment owned and installed by the Association in a safe condition. All costs for disassembling and removal shall belong to Association. In addition, City reserves rights to operate existing Planet Hockey programs. Association is prohibited from dismantling program, or recruiting teams away from the Planet Hockey program. Association will make available to City all program information including, but not limited to: team rosters, program and staff schedules, vendor information, contracts and records of accounts for three most recent years. DEFAULT In the event Association shall fail or refuse to improve, or change the operations permitted herein or to conform to the rules, regulations, or directions of City,; or fails or refuses to pay the consideration ' or I ny part thereof due hereunder after the same shall become due, or defaults in the performance of any other term herein and said default continues for thirty (30) days after notice (and after meeting as set out in Section 23), City may terminate this Agreementlandeither immediately take possession of the operations herefore conducted by Association or require Association to remove any or all improvements at Association expense. Such foregoing remedies are cumulative and shall not impair any other rights or remedies of City. RIGHT OF INSPECTION City shall have the right to enter the Facility at any ani inspection and observation of Association's operation, right to utilize photographic devices and other instrum place at Planet Hockey. Inspections may be made by contractors engaged by City. City shall have the right conditions of this Agreement are being met and to obs patrons in order to evaluate the quality and quantities , dispensed, the courtesy extended to and methods of de caliber of Association's employees and for any purpos 25. FORMULA FOR PAYMENTS To ensure the City's recovery of the 1995 constructio payment equal to a percentage of gross receipts or a r If the revenues received by the City exceed the minirr costs to construct the Facility are recouped in less tha removed as of the date the City's costs have been reps specified percentage of gross receipts. In the event tb recovered by the end of the seventh year, Association the end of the eighth year of operation. all reasonable times for the purpose of During these inspections, City shall have the nts for recording conditions and events taking ty employees or may be made by independent a inspect to determine if the terms and rve transactions between Association and Ffood or drinks or other items sold or ling with the public, the performance and incidental to the rights of City. investment, the Association shall pay to City a aimum guaranteed amount as specified below. m guarantees set forth below, and the City's seven years, then minimum guarantees are 1, and thereafter the City will receive the City's costs of construction are not fully call pay to the City outstanding balance before The City of West Covina shall receive the following payments: Year 1 20% of gross Year 2 20% of gross Year 3 20% of gross Year 4 20% of gross Year 5 15% of gross Year 6 15% of gross Year 7 15% of gross 7 $35,000, whichever is greater $50,000, whichever is greater $50,000, whichever is greater $55,000, whichever is greater $55,000, whichever is greater $60,000, whichever is greater $60,000, whichever is greater 25.1 25.2 Gross receipts shall include any and all revenues received, without deduction of any sort, from all sources, including (but not limited to) the following: a) Adult league fees b) Youth league fees c) Tournament fees d) Clinic fees e) Facility rental fees All payments shall be due four (4) times a year, sixty (60) days following the start of each hockey or activity season. The annual balance is due in full by December 31 of each year. Gross receipts as defined herein shall not include pro shop or snack bar sales. Association shall pay to City $600 per year to operate the snack bar services. Association shall receive a $5,000.00 per year rent credit for operating a free public skate program Monday through Friday, 1:00 pm to 5:00 pm. REPORTS BY ASSOCIATION Association shall submit gross receipts reports and payments four (4) times per year showing gross receipts for each season of play from the operations permitted herein. Said report and payments are due to the City sixty (60) days following the beginning of each season. The reports shall show both adult and youth league fees, tournament fees, clinic fees, and facility rental fees. In the event Association fails to submit a payment or report by the due date, Association shall pay to City a late charge of ten percent (10%) on the outstanding unpaid balance, or $25.00, whichever is greater, or the maximum permitted by law. If a due date falls on a non -workday, the late charge will not apply until the next workday. If the Association offers unusual or extenuating circumstances for not making said payment when due, .the Community Services Director or designee at his/her discretion may waive the late charge. If Association pays with a check returned for insufficient funds, Association shall also pay a service charge per Finance Department policy in addition to applicable late charges or otherwise as provided by City ordinance, and Association shall thereafter make all payments in cash or by money order. ' RECORDS AND BOOKS OF ACCOUNT Association shall keep or cause to be kept in accordance with generally accepted accounting principles full and accurate books of account, records, cash receipts, and other pertinent date showing its gross receipts. Such books of account, records, cash receipts and other pertinent data shall be kept for a period of four (4) years after the end of each accounting year and partial accounting year, and shall be made available to the Community Services Director or designees upon 72 hours notice. The receipt by Director of any statement or any payment of the percentage of gross receipts for any period shall not bind Director to the correctness of the statement or the payment. Director shall be entitled at any time during the term and within two (2) years after expiration or termination of this Agreement to inspect and examine records, books of account, cash receipts, and other pertinent data of Association so Director can ascertain the percentage of gross receipts and sales tax, as applicable, due to City. Association shall cooperate fully with Director with respect to the inspection. Director shall hold all such data as competitive sensitive data to extent allowed by law. City may request an independent audit of Association during normal business hours. The Association may be responsible for proceeds no more than three years past from date of audit. 0 26. PROPOSAL If any discrepancies exist, the provisions of this Maintenance and Operation Agreement shall have precedence over what is stated in the proposal. 27. NOTICES Notices shall be in writing addressed to: Association: California Street Hockey Association c/o Bryan Garland 2564 Associates Road, #9 Fullerton, CA 92835 \ City: Community Services Director or designee City of West Covina P.O. Box 1440 West Covina, CA. 91793 28, LIABILITY INSURANCE Without limiting the Association's indemnification, the Association shall secure from a good and responsible company or companies doing insurance business in the State of California, pay for, and maintain in full force and effect for the duration of this Agreement, a policy of comprehensive general liability insurance, and shall furnish a Certificate of Liability Insurance and applicable endorsements to the Community Services Director. Said policy shall provide: (a) An Endorsement naming the City and West Covina School District, their officers, agents, and employees as additional insureds before execution of this Agreement by the City. (b) The Association also shall maintain throughout the term of this Agreement, comprehensive automobile liability insurance (including owned, non -owned and hired automobile hazards) on the same terms and conditions. Notwithstanding any inconsistent statement in the policy or any subsequent endorsement attached thereto, the protection offered by the policy shall: (a) Insure the City, their officers, employees and agents, while acting within the scope of their duties under this Agreement, against all claims arising out of, or in connection with, the Agreement. (b) A combined single limit policy for both liability and property in the amount of $1,000,000 per occurrence will be considered equivalent to the required minimum limits. The Association may file insurance acceptable to the City, covering more than one project. (c) Bear an endorsement or shall have attached a rider providing that in the event of expiration or proposed cancellation of such policy for any reason whatsoever, the Community Services Director shall be notified by registered mail, postage prepaid, return receipt requested, not less than thirty (30) days before such expiration or cancellation is effective. Workers' Compensation Insurance By execution of this Agreement, the Association agrees to the following certification: I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation onto undertake self-insurance before commencing any of the work. The Association shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate 'of Insurance to the Community Services Director before execution of this Agreement by the City. The City, their agents, officers and employees shall not be responsible for any claims in law or equity occasioned by the failure of Association to comply with this section. Every compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, the Community Services Director shall be notified by registered mail, postage prepaid, return receipt requested, not less than thirty (30) days before such expiration or cancellation is effective. 29. INDEMNIFICATION CLAUSE Association shall indemnify, defend, protect and hold harmless the City, their officers, agents, and employees from, and against, any claim, loss, liability or expense, including reasonable attorney's fees, court costs, and necessary disbursements, for any damage whatsoever, including but not limited to, bodily injury, death, or injury to property, arising or alleged to arise from any act or omission of Association, its officers, employees, or agents in the performance or non-performance of this Agreement. 30. PLAYER RELEASE FORMS Association shall not permit any individual to participate in any organized activity on the Facility without first having completed a release form, such release forms shall be approved by City in advance. 31. CONTROL OF FACILITY If necessary for the health, welfare or safety of the general public, or as a result of the suspension or termination of this Agreement, Community Services Director or designee shall have the right to enter the Facility and take possession thereof immediately. 32. MAILING LIST Association shall, during the term of this Agreement, maintain City on Association's regular mailing list for all correspondence which is generally sent out to teams. This shall include all team schedules and any correspondence dealing with the operation of,the Facility. All correspondence shall be addressed to: Community Services Department, P.O. Box 1440, West Covina, CA 91793, Attn: Community Services Director or designee. 33. INDEPENDENT CONTRACTOR The Association is and shall at all times remain as to the City, a wholly independent contractor. Neither the City, nor any of their officers, employees or agents shall have control over the conduct of the Association or any of the Association's officers, employees or agents, except as herein set forth. The Association shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City, nor shall City officers, employees or agents be deemed the officers, employees or agents of Association as a result of this Agreement. 10 0 e 34. LEGAL RESPONSIBILITIES The Association'shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which in any manner affect the performance of its services pursuant to this Agreement. The Association shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor their officers, agents or employees shall be liable at law or in equity as a result of the Association's failure to comply with this section. 35. NO WAIVER OF CONDITIONS No waiver of any conditions of.performance under this Agreement shall be constructed as waiver of any other condition of performance under its Agreement or as a continuing waiver of that condition. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of City and Association. 36. FAMILIARITY WITH WORK By executing this Agreement warrants that: (1) it has thoroughly investigated and considered the work to be performed; (2) it has investigated the site of the work and fully acquainted itself with the conditions there existing; (3) it has carefully considered how the work should be performed; and (4) it fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. Should Association discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of such fact and shall not proceed, except at Association's risk, until written instructions are received from City. 37. TIME OF ESSENCE Time is the essence of this Agreement. 38. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT This experience, knowledge, capability, and reputation of Association, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Association shall not contract with any other entity to perform in a whole or in part the services required hereunder without express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without prior written approval of City. If Association is permitted to subcontract any part of this agreement, Association shall be as fully responsible to City for the acts and omissions of the subcontractor as it is for the acts and omissions of persons directly employed by itself. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and City. Association shall require every subcontractor to be bound by the terms of this Agreement as applicable to his work. 39. MODIFICATIONS This Agreement constitutes the entire agreement between the parties, and supersedes and rescinds the Cooperative Agreement for Construction Activities dated February 2, 1995. This Agreement may be modified only by subsequent mutual agreement executed by City and Association. 40. CALIFORNIA LAW This Agreement shall be construed in accordance with the laws of the State of California. 41. INTERPRETATION This Agreement shall be interpreted as though prepared by both parties. It may be executed in counterparts. 42. ATTORNEY'S FEES Should any litigation be commenced between the parties hereto to interpret or enforce the provisions of this Agreement, the prevailing party in such litigation shall be entitled to recover a reasonable sum as attorneys' fees, in addition to any other relief to which the party may be entitled in law or equity. 43. ENTIRE AGREEMENT This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 43 and Attachments A, B, and C, which constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. r ATTEST: City Clerk 12 City of West Covina By Steve Herfert, Mayor California Street Hockey Association Orangewood, Inc. By Bryan Garland, President By Gilbert Morrison II, Vice President Vice President/Secretary 13